NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

26 October 2021

Veganz Group AG

Pre-stabilisation Announcement

Veganz Group AG (contact: Alexandra Vázquez Bea; tel: +49 (0) 30 2936378 0) hereby gives notice that the stabilization manager named below may stabilise the offer of the following securities within the meaning of Article 3 para. 2 lit. (d) of the EU Regulation No. 596/2014.

In connection with the offer of the above-mentioned securities, the stabilization manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization may not necessarily occur and any stabilization action, if begun, may cease at any time. Any stabilization action or over-allotment shall be conducted in accordance with all applicable laws and rules.

IMPORTANT NOTICE

This announcement may not be published, distributed or released in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, "United States"), Australia, Canada, Japan or any other jurisdiction in which the publication, distribution or release would be unlawful. This announcement does not contain or constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Veganz Group AG ("Company") in the United States, Australia, Canada, Japan or any other jurisdiction to whom or in which such offer or solicitation is unlawful. The securities of the Company ("Securities") may not be offered or sold in the United States. There will be no public offering of the Securities in the United States or any other jurisdiction outside Germany. The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. The Securities may not be offered or sold in the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada or Japan.

This announcement constitutes neither an offer to sell nor a solicitation to buy Securities. A public offering in Germany will be made solely by means of, and on the basis of, the Prospectus. An investment decision regarding publicly offered Securities should only be made on the basis of the securities prospectus published without undue delay after approval by the German Federal Financial Supervisory Authority ("BaFin") and available for download free of charge on the website of the Company (www.veganz.de) ("Prospectus"). An investment decision with respect to the publicly offered shares of the Company ("Offer Shares") should only be made on the basis of the Prospectus. However, the approval of the Prospectus by BaFin should not be construed as an endorsement of the Offer Shares. Investors should acquire Offer Shares solely on the basis of the Prospectus and should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Offer Shares.

In member states of the European Economic Area and the United Kingdom, any offering mentioned in this announcement will only be addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Prospectus Regulation"), in the case of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, this announcement is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien and Quirin Privatbank AG (together "Underwriters") are acting exclusively for the Company, the selling shareholders and the lending shareholders and no-one else in connection with the planned offering of the Offer Shares ("Offering"). They will not regard any other person as their respective clients in relation to the planned Offering and will not be responsible to anyone other than the Company, the selling shareholders and the lending shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Underwriters and their respective affiliates may take up a portion of the Offer Shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts these Offer Shares and other Securities or related investments in connection with the Offering or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company or other Securities. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the release) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY OFFER SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.